SHAREHOLDER VALUE CREATION: AN OVERVIEW

Creating shareholder value is the key to success in today's marketplace. There is increasing
pressure on corporate executives to measure, manage and report the creation of
shareholder value on a regular basis. In the emerging field of shareholder value analysis,
various measures have been developed that claim to quantify the creation of shareholder
value and wealth.

INTRODUCTION

More than ever, corporate executives are under increasing pressure to demonstrate on a
regular basis that they are creating shareholder value. This pressure has led to an
emergence of a variety of measures that claim to quantify value-creating performance.

Creating value for shareholders is now a widely accepted corporate objective. The interest in
value creation has been stimulated by several developments.

* Capital markets are becoming increasingly global. Investors can readily shift investments
to higher yielding, often foreign, opportunities.

* Institutional investors, which traditionally were passive investors, have begun exerting
influence on corporate managements to create value for shareholders.

* Corporate governance is shifting, with owners now demanding accountability from

corporate executives. Manifestations of the increased assertiveness of shareholders include
the necessity for executives to justify their compensation levels, and well-publicized lists of
under performing companies and overpaid executives.

* Business press is emphasizing shareholder value creation in performance rating exercises.

* Greater attention is being paid to link top management compensation to shareholder

returns.

Defining Shareholder Value, and – Wealth Creation

From the economist's viewpoint, value is created when management generates revenues
over and above the economic costs to generate these revenues. Costs come from four
sources: employee wages and benefits; material, supplies, and economic depreciation of
physical assets; taxes; and the opportunity cost of using the capital.

Under this value-based view, value is only created when revenues exceed all costs including
a capital charge. This value accrues mostly to shareholders because they are the residual
owners of the firm.

Shareholders expect management to generate value over and above the costs of resources
consumed, including the cost of using capital. If suppliers of capital do not receive a fair
return to compensate them for the risk they are taking, they will withdraw their capital in
search of better returns, since value will be lost. A company that is destroying value will
always struggle to attract further capital to finance expansion since it will be hamstrung by
a share price that stands at a discount to the underlying value of its assets and by higher
interest rates on debt or bank loans demanded by creditors.
Wealth creation refers to changes in the wealth of shareholders on a periodic (annual) basis.
Applicable to exchange-listed firms, changes in shareholder wealth are inferred mostly from
changes in stock prices, dividends paid, and equity raised during the period. Since stock
prices reflect investor expectations about future cash flows, creating wealth for shareholders
requires that the firm undertake investment decisions that have a positive net present value
(NPV).

Although used interchangeably, there is a subtle difference between value creation and
wealth creation. The value perspective is based on measuring value directly from
accounting-based information with some adjustments, while the wealth perspective relies
mainly on stock market information. For a publicly traded firm these two concepts are
identical when (i) management provides all pertinent information to capital markets, and (ii)
the markets believe and have confidence in management.

Approaches for measuring shareholder value:

1. Marakon Approach:

Marakan Associates, an international management-consulting firm founded in1978, has

done pioneering work in the area of value-based management. This measure considers the
difference between the ROE and required return on equity (cost of equity) as the source of
value creation. This measure is a variation of the EV measures.

Instead of using capital as the entire base and the cost of capital for calculating the capital
charge, this measure uses equity capital and the cost of equity to calculate the capital
(equity) charge. Correspondingly, it uses economic value to equity holders (net of interest
charges) rather than total firm value.

According to Marakan model shareholder wealth creation is measured as the difference

between the market value3 and the book value of a firm's equity. Thee book value of a
firm's equity, B, measures approximately the capital contributed by the shareholders,
whereas the market value of equity, M, reflects how productively the firm has employed the
capital contributed by the shareholders, as assessed by the stock market. Hence, the
management creates value for shareholders if M exceeds B, decimates value if m is less
than B, and maintains value is M is equal to B.

According to the Marakon model, the market-to-book values ratio is function of thee return
on equity, the growth rate of dividends, and cost of equity.

For an all-equity firm, both EV and the equity-spread method will provide identical values
because there are no interest charges and debt capital to consider. Even for a firm that
relies on some debt, the two measures will lead to identical insights provided there are no
extraordinary gains and losses, the capital structure is stable, and a proper re-estimation of
the cost of equity and debt is conducted.

A market is attractive only if the equity spread and economic profit earned by the average
competitor is positive. If the average competitor's equity spread and economic profit are
negative, the market is unattractive.

For an all-equity firm, both EV and the equity spread method will provide identical values
because there are no interest charges and debt capital to consider. Even for a firm that
relies on some debt, the two measures will lead to identical insights provided there are no
extraordinary gains and losses, the capital structure is stable, and a proper re-estimation of
the cost of equity and debt is conducted.

A market is attractive only if the equity spread and economic profit earned by the average
competitor is positive. If the average competitor's equity spread and economic profit are
negative, the market is unattractive.

2. ALCAR APPROACH

The Alcar group Inc. a management and software company, has developed an approach to
value-based management which is based on discounted cash flow analysis. In this
framework, the emphasis is not on annual performance but on valuing expected
performance. The implied value measure is akin to valuing the firm based on its future cash
flows and is the method most closely related to the DCF/NPV framework.

With this approach, one estimates future cash flows of the firm over a reasonable horizon,
assigns a continuing (terminal) value at the end of the horizon, estimates the cost of
capital, and then estimates the value of the firm by calculating the present value of these
estimated cash flows. This method of valuing the firm is identical to that followed in
calculating NPV in a capital-budgeting context. Since the computation arrives at the value of
the firm, the implied value of the firm's equity can be determined by subtracting the value
of the current debt from the estimated value of the firm. This value is the implied value of
the equity of the firm.

To estimate whether the firm's management has created shareholder value, one subtracts
the implied value at the beginning of the year from the value estimated at the end of the
year, adjusting for any dividends paid during the year. If this difference is positive (i.e., the
estimated value of the equity has increased during the year) management can be said to
have created shareholder value.

The Alcar approach has been well received by financial analysts for two main reasons:

* It is conceptually sound as it employs the discounted cash flow framework

* Alcar have made available computer software to popularize their approach

However, the Alcar approach seems to suffer from two main shortcomings: (1) In the Alcar
approach, profitability is measured in terms of profit margin on sales. It is generally
recognized that this is not a good index for comparative purposes. (2) Essentially a verbal
model, it is needlessly cumbersome. Hence it requires a fairly involved computer
programme.

3. McKINSEY APPROACH:

McKinsey & Company a leading international consultancy firm has developed an approach to
value-based management which has been very well articulated by Tom Copeland, Tim
Koller, and Jack Murrian of McKinsey & Company. According to them:

Properly executed, value based management is an approach to management whereby the

company's overall aspirations, analytical techniques, and management processes are all
aligned to help the company maximize its value by focusing decision making on the key
drivers of value.
The key steps in the McKinsey approach to value-based maximization are as follows:

* Ensure the supremacy of value maximization

* Find the value drivers
* Establish appropriate managerial processes
* Implement value-based management philosophy

4. ECONOMIC VALUE ADDED

Consulting firm Stern Steward has developed the concept of Economic Value Added.
Companies across a broad spectrum of industries and a wide range of companies have
joined the EVA badwagon. EVA is a useful tool to measure the wealth generated by a
company for its equity shareholders. In other words, it is a measure of residual income after
meeting the necessary requirements for funds.

Computation of EVA:

EVA is essentially the surplus left after making an appropriate charge for capital employed
in the business. It may be calculated by using following equation.

EVA= Net operating profit after tax- Cost charges for capital employed

EVA is net earnings in excess of the cost of capital supplied by lenders and shareholders. It
represents the excess return (over and above the minimum required return) to
shareholders; it is the net value added to shareholders.

In the above formula Net operating profit after tax [NOPAT] is calculated as follows:

NOPAT= PBIT (1-T)=PAT+INT (1-T)

Chief features of EVA Approach:

* It is a performance measure that ties directly, theoretically as well as empirically, to

shareholder wealth creation.

* It converts accounting information into economic reality that is readily grasped by non-
financial managers. It is a simple yet effective way of teaching business literacy to
everyone.

* It serves as a guide to every decision from strategic planning to capital budgeting to

acquisitions to operating decisions.

* It is an effective tool for investor communication.

- It is closest in both theory and construct to the net present value of a project in capital
budgeting, as opposed to the IRR.

- The value of a firm, in DCF terms, can be written in terms of the EVA of projects in place
and the present value of the EVA of future projects.

5. THE DISCOUNT CASH FLOW APPROACH

The true economic value of a firm or a business or a project or any strategy depends on the
cash flows and the appropriate discount rate (commensurate with the risk of cash flow).
There are several methods for calculating the present value of a firm or a business/division
or a project. In following pages we will discuss three main methods that are mostly used
under discount cash flow approach.

The first method uses the weighted average cost of debt and equity (WACC) to discount the
net operating cash flows. When the value of a project with an estimated economic life or of
a firm or business over a planning horizon is calculated, then an estimate of the terminal
cash flows or value will also be made. Thus, the economic value of a project or business is:

Economic Value=Present Value of net operating cash flows+ Present value of

terminal value

The second method of calculating the economic value explicitly incorporates the value
created by financial leverage. The steps that are involved in this method of estimation of the
firm's total value are as follows:

1. Estimate the firm's unlevered cash flows and terminal value

2. Determine the unlevered cost of capital
3. Discount the unlevered cash flows and terminal value by the unlevered cost of capital.
4. Calculate the present value of the interest tax shield discounting at the cost of debt.
5. Add these two values to obtain the levered firm's total value.
6. Subtract the value of debt from the total value to obtain the value of the firm's shares.
7. Divide the value of shares by the number of shares to obtain the economic value per
share.

The third method to determine the shareholder economic value is to calculate the value of
equity by discounting cash flows available to shareholders by the cost of equity. The present
value of equity is given as below:

Economic value of equity= Present value of equity cash flows+ Present value of
terminal investment

Conclusion:

The shareholder value creation approach helps to strengthen the competitive position of the
firm by focusing on wealth creation. It provides an objective and consistent framework of
evaluation and decision-making across all functions, departments and units of the firm. It
can be easily implemented since cash flow data can be obtained by suitably adapting the
firm's existing system of financial projection and planning. The only additional input needed
is the cost of capital. The adoption of the shareholder value creation approach does require
a change of the mind-set and educating managers about the shareholders value approach
and its implementation.

Market value added:

A calculation that shows the difference between the market value of a company and the capital
contributed by investors (both bondholders and shareholders). In other words, it is the sum of all capital
claims held against the company plus the market value of debt and equity.

Calculated as:
The higher the MVA, the better. A high MVA indicates the company has created substantial wealth for the
shareholders. A negative MVA means that the value of management's actions and investments are less
than the value of the capital contributed to the company by the capital market (or that wealth and value
have been destroyed).

Note:

The aim of the firm is to maximize the MVA.the aim should not be to maximize the value of the firm.since
this can be easily accomplished byinvesting ever increasing amount of capitals

Limitations of mva:

1) Mva doesnot take into account the opportunity cost of the invested capital
2) Mva doesnot take into account the interim cash returns to shareholders
3) Mva cannot be calculated at divisional(strategic business unit level) and cannot be used
for private held companies.

Market-to-Book Ratio:
Market-to-Book Ratio, is the ratio of the current share price to the book value per share. It measures how much a
company worths at present, in comparison with the amount of capital invested by current and past shareholders into
it. The formula is:

market capitalisation / ord cap, reserves

Alternatively, the calculation could be as follows:

share price / NAV per share-basic

MARKET TO BOOK VALUE:

MARKET TO BOOK VALUE is calculated by dividing the market value (MV) of a company, i.e., the total
value of all its outstanding shares, by the value of its tangible assets (TA). Also known as TOBIN RATIO =
MV/TA.

The price-to-book ratio, or P/B ratio, is a financial ratio used to compare a company's book value to its
current market price. Book value is an accounting term denoting the portion of the company held by the
shareholders; in other words, the company's total tangible assets less its total liabilities. The calculation
can be performed in two ways, but the result should be the same each way. In the first way, the
company'smarket capitalization can be divided by the company's total book value from its balance sheet.
The second way, using per-share values, is to divide the company's current share price by the book value
per share (i.e. its book value divided by the number of outstanding shares).
As with most ratios, it varies a fair amount by industry. Industries that require more infrastructure capital
(for each dollar of profit) will usually trade at P/B ratios much lower than, for example, consulting firms.
P/B ratios are commonly used to compare banks, because most assets and liabilities of banks are
constantly valued at market values. A higher P/B ratio implies that investors expect management to
create more value from a given set of assets, all else equal (and/or that the market value of the firm's
assets is significantly higher than their accounting value). P/B ratios do not, however, directly provide any
information on the ability of the firm to generate profits or cash for shareholders.

This ratio also gives some idea of whether an investor is paying too much for what would be left if the
company went bankrupt immediately. For companies in distress, the book value is usually calculated
without the intangible assets that would have no resale value. In such cases, P/B should also be
calculated on a "diluted" basis, because stock options may well vest on sale of the company or change of
control or firing of management.

It is also known as the market-to-what-book ratio and the price-to-equity ratio (which should not be
confused with the price-to-earnings ratio), and its inverse is called the book-to-market ratio.
Technically, P/B can be calculated either including or excluding intangible assets and goodwill.[1] When
intangible assets and goodwill are excluded, the ratio is often specified to be "price to tangible book
value" or "price to tangible book".

You calculate the P/B by taking the current price per share and dividing by the book
value per share.

P/B = Share Price / Book Value Per Share

Like the P/E, the lower the P/B, the better the value. Value investors would use a low
P/B is stock screens, for instance, to identify potential candidates.